(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)

ANNE CHWAT

General Counsel

Burger King Holdings,
Inc.

5505 Blue Lagoon Drive

Miami, Florida 33126

(305) 378-3000

(Name, address, including zip
code, and telephone number, including area code, of agent for
service)

Copies to:

KARA L.
MACCULLOUGH, ESQ.

Holland & Knight
LLP

701 Brickell Avenue,
Suite 3000

Miami, FL 33131

(305) 374-8500

Approximate date of commencement of proposed sale to the
public: From time to time after this registration
statement becomes effective.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o

If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ

If this Form is post-effective amendment to a registration
statement pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):

Large
accelerated
filer o

Accelerated
filer þ

Non-accelerated
filer o

Smaller reporting
company o

(Do not check if a smaller
reporting company)

CALCULATION OF REGISTRATION FEE

Proposed maximum

Proposed maximum

Title of each class

Amount to be

offering price

aggregate offering

Amount of

of securities to be registered

registered

per unit(1)

price(1)

registration fee(1)(2)

Common Stock, par value $0.01 per share

15,000,000 shares

$28.12

$421,800,000

$16,577

(1)

Pursuant to Rule 457(c) under
the Securities Act of 1933, the proposed maximum aggregate
offering price and the registration fee are based upon the
average of the high and low prices per share of the
Registrants Common Stock reported on the New York Stock
Exchange on May 2, 2008.

(2)

Of which $4,756 was previously paid
on November 5, 2007 in connection with the remaining unsold
5,750,000 shares of common stock registered under
Registration Statement
No. 333-
147142 initially filed by the Registrant on November 5,
2007, and is being offset against the total filing fee due for
this Registration Statement pursuant to Rule 457(p).

This prospectus relates to 15,000,000 shares of common
stock, par value $0.01 per share, of Burger King Holdings, Inc.
All of the shares being offered hereby will be sold by or for
the benefit of the selling stockholders identified on
page 15 of this prospectus. We will not receive any
proceeds from the sale of the shares.

The selling stockholders may offer and sell the shares from time
to time, in public or private transactions, through
underwriters, dealers or agents or directly to one or more
purchasers in fixed price offerings, in negotiated transactions,
at market prices prevailing at the time of sale or at prices
related to market prices. See Plan of Distribution
starting on page 23 of this prospectus for more information.

Our common stock is listed on the New York Stock Exchange under
the symbol BKC. On May 2, 2008, the closing
price of our common stock as reported on the NYSE Consolidated
Tape was $28.00 per share.

This prospectus describes the general manner in which the shares
of our common stock may be offered or sold by the selling
stockholders. If necessary, the specific manner in which shares
of our common stock may be offered and sold will be described in
a prospectus supplement.

Investing in our common stock involves risks. You should
carefully consider the risks described under the Risk
Factors section of this prospectus beginning on
page 2, our filings with the Securities and Exchange
Commission (SEC) and any applicable prospectus
supplement.

Neither the SEC nor any state securities commission has
approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to
the contrary is a criminal offense.

You should rely only on the information contained in, or
incorporated by reference into, this prospectus and any
prospectus supplements or free writing prospectuses, if
necessary, relating to such offering. We have not authorized
anyone to provide you with information that is different. This
prospectus is not an offer to sell or solicitation of an offer
to buy these shares of common stock in any circumstances under
which the offer or solicitation is unlawful. You should not
assume that the information we have included in this prospectus
or any prospectus supplement or free writing prospectus is
accurate as of any date other than the date of this prospectus
or the relevant prospectus supplement or free writing
prospectus, as the case may be, or that any information we have
incorporated by reference is accurate as of any date other than
the date of the document incorporated by reference regardless of
the time of delivery of this prospectus, a prospectus
supplement, a free writing prospectus or of any shares of our
common stock.

No dealer, sales person or other person is authorized to give
any information or to represent anything not contained in this
prospectus or any prospectus supplement. You must not rely on
any unauthorized information or representations. This prospectus
and any prospectus supplement are an offer to sell only the
securities specifically offered by it, but only under
circumstances and in jurisdictions where it is lawful to do so.

This summary highlights material information found in greater
detail elsewhere in this prospectus or the documents
incorporated by reference herein. Before deciding to invest in
our common stock, you should read the entire prospectus and the
documents incorporated by reference carefully, including the
risks of investing in our common stock discussed under
Risk factors and the financial statements and notes
incorporated by reference herein.

In this prospectus, unless the context otherwise requires,
all references to Burger King, we,
us, our and the Company
refer to Burger King Holdings, Inc. (BKH) and its
consolidated subsidiaries, including Burger King Corporation
(BKC), for all periods subsequent to our
December 13, 2002 acquisition of BKC. As used in this
prospectus, all references to sponsors refer to TPG
Capital, Bain Capital Partners and the Goldman Sachs Funds. All
of the selling stockholders are private equity funds controlled
by the sponsors.

References to fiscal 2008, fiscal 2007, fiscal 2006 and
fiscal 2005 in this prospectus are to our fiscal year ending
June 30, 2008, and to the fiscal years ended June 30,
2007, June 30, 2006 and June 30, 2005, respectively.
Unless otherwise stated, sales growth, comparable sales growth
and average restaurant sales are presented on a system-wide
basis, which means that these measures include sales at both
Company-owned restaurants and franchise restaurants.

Our
company

We are the worlds second largest fast food hamburger
restaurant, or FFHR, chain as measured by the total number of
restaurants and system-wide sales. Our restaurant system
includes restaurants owned by the Company and by franchisees. As
of March 31, 2008, we owned or franchised a total of 11,455
restaurants in 70 countries and U.S. territories, of which
1,294 restaurants were Company-owned and 10,161 were owned by
our franchisees. Of these restaurants, 7,189 or 63% were located
in the United States and 4,266 or 37% were located in our
international markets. Our restaurants feature flame-broiled
hamburgers, chicken and other specialty sandwiches, french
fries, soft drinks and other reasonably-priced food items.
During our more than 50 years of operating history, we have
developed a scalable and cost-efficient quick-service hamburger
restaurant model that offers guests fast food at modest prices.

We generate revenues from three sources: sales at Company-owned
restaurants; royalties and franchise fees paid to us by our
franchisees; and property income from certain franchise
restaurants that lease or sublease property from us.
Approximately 90% of our restaurants are franchised and we have
a higher percentage of franchise restaurants to Company-owned
restaurants than our major competitors in the FFHR category. We
believe that this restaurant ownership mix provides us with a
strategic advantage because the capital required to grow and
maintain the Burger
King®system is funded primarily by franchisees, while still
giving us a sizeable base of Company-owned restaurants to
demonstrate credibility with franchisees in launching new
initiatives. As a result of the high percentage of franchise
restaurants in our system, we have lower capital requirements
compared to our major competitors.

Corporate
information

The Company is a Delaware corporation formed on July 23,
2002. Our global headquarters are located at 5505 Blue Lagoon
Drive, Miami, Florida 33126. Our telephone number is
(305) 378-3000.
Our website is accessible through www.burgerking.com or
www.bk.com. Information on, or accessible through, this website
is not a part of, and is not incorporated into, this prospectus.

You should carefully consider the following risks related to
investing in our shares of common stock and all of the other
information set forth in, or incorporated by reference into,
this prospectus (including the risks set forth below and under
Risk factors in our annual report on
Form 10-K
for the fiscal year ended June 30, 2007 filed with the SEC
on September 7, 2007 and in our quarterly reports on
Form 10-Q, each of which we incorporate herein by
reference) before deciding to invest in shares of our common
stock. The following risks, and the risks incorporated by
reference into this prospectus and any prospectus supplement,
comprise all the material risks of which we are aware; however,
these risks and uncertainties may not be the only ones we face.
Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also adversely affect our
business or financial performance. If any of the events or
developments described below or incorporated by reference into
this prospectus or any prospectus supplement actually occurred,
our business, financial condition or results of operations would
likely suffer. In that case, the trading price of our common
stock would likely decline, and you would lose all or part of
your investment in our common stock.

Risks
related to investing in our stock

The
price of our common stock may be volatile and you may not be
able to sell your shares at or above the offering
price.

We completed our initial public offering in May 2006. An active
and liquid public market for our common stock may not continue
to develop or be sustained. Since our initial public offering,
the price of our common stock, as reported by the New York Stock
Exchange, has ranged from a low of $12.41 on August 1, 2006
to a high of $29.19 on December 24, 2007. Some specific
factors that may have a significant effect on the market price
of our common stock include:

changes in the estimates of our operating performance or changes
in recommendations by any securities analysts that follow our
stock;



changes in the conditions in the restaurant industry, the
financial markets or the economy as a whole;



substantial sales of our common stock;



announcements of investigations or regulatory scrutiny of our
operations or lawsuits filed against us; and



changes in accounting principles.

In the past, following periods of volatility in the market price
of a companys securities, securities class action
litigation has often been brought against that company. Due to
the potential volatility of our stock price, we may therefore be
the target of securities litigation in the future. Securities
litigation could result in substantial costs and divert
managements attention and resources from our business.

Our
current principal stockholders may continue to own a significant
amount of our voting stock and have certain contractual rights
to appoint directors after this offering, which will allow them
to control substantially all matters requiring stockholder
approval.

As of the date of this prospectus, the private equity funds
controlled by the sponsors together beneficially own
approximately 43% of our outstanding common stock. In addition,
we expect that six of our 13 directors will continue to be
representatives of the private equity funds controlled by the
sponsors and that each sponsor will retain the right to nominate
two directors, subject to reduction and elimination as the stock
ownership percentage of the private equity funds controlled by
the applicable sponsor declines. In addition, with respect

to each committee of our board other than the audit committee,
each sponsor will retain the right to appoint at least one
director to each committee, for sponsor directors to constitute
a majority of the membership of each committee and for the
chairman of each committee to be a sponsor director until the
private equity funds controlled by the sponsors collectively own
less than 30% of our outstanding common stock. As a result,
these private equity funds will continue to have significant
influence over our decision to enter into any corporate
transaction and may have the ability to prevent any transaction
that requires the approval of stockholders, regardless of
whether or not other stockholders believe that such transaction
is in their own best interests. Such concentration of voting
power could have the effect of delaying, deterring or preventing
a change of control or other business combination that might
otherwise be beneficial to our stockholders. For more
information, see the description of our shareholders
agreement with the private equity funds controlled by the
sponsors in the Principal and Selling
StockholdersCertain relationships section of
this prospectus.

Until
November 19, 2007, we were a controlled company
within the meaning of the New York Stock Exchange rules and we
may continue to rely on exemptions from certain corporate
governance requirements that provide protection to stockholders
of other companies during the one-year transition
period.

Since November 19, 2007, the private equity funds
controlled by the sponsors have collectively owned less than 50%
of the total voting power of our common stock, and we have no
longer been a controlled company under the New York
Stock Exchange, or NYSE, corporate governance listing standards.
The NYSE rules require that each of our compensation committee
and our nominating and corporate governance committee has only
independent directors by November 19, 2008. During the
transition period, from November 19, 2007 through
November 19, 2008, we are entitled to continue utilizing
certain exemptions under the NYSE standards that free us from
these requirements. For that portion of the transition period
that we use these controlled company exemptions, you
will not have the same protection afforded to stockholders of
companies that are subject to all of the NYSE corporate
governance requirements. At this time, our board has made
independence determinations with respect to a majority of our
board and a majority of the members of each of our compensation
committee and our nominating and corporate governance committee.

Your
percentage ownership in us may be diluted by future issuances of
capital stock, which could reduce your influence over matters on
which stockholders vote.

Our board of directors has the authority, without action or vote
of our stockholders, to issue all or any part of our authorized
but unissued shares of common stock, including shares issuable
upon the exercise of options, or shares of our authorized but
unissued preferred stock. Issuances of common stock or voting
preferred stock would reduce your influence over matters on
which our stockholders vote, and, in the case of issuances of
preferred stock, would likely result in your interest in us
being subject to the prior rights of holders of that preferred
stock.

Future
sales of our common stock, or the perception that such sales
might occur, may cause the market price of shares of our common
stock to decline.

Sales of a substantial number of shares of our common stock, or
the perception that such sales might occur, following an
offering, could cause the market price of our common stock to
decline. The shares of our common stock outstanding prior to
such an offering will be eligible for sale in the public market
at various times in the future. In connection with any offering,
we, all of our executive officers, directors and each of the
sponsors may agree not to sell any shares of our common stock
for a specified period after the pricing date. However once the
lock-up has
expired these shares would be eligible to be sold in the public
market, subject to the securities laws. The terms of any
lock-up
agreements will be described in the applicable prospectus
supplement.

A
change in control, as defined in our senior secured
credit facility, would be an event of default of the
facility.

Under our senior secured credit facility, a change in
control occurs if any person or group, other than the
private equity funds controlled by the sponsors, acquires more
than (1) 25% of our equity value and (2) the equity
value controlled by the sponsors. A change in control is an
event of default under our senior secured credit facility. The
sponsors currently control, in the aggregate, approximately 43%
of our equity value, and it would be possible for another person
or group to effect a change in control without our
consent. If a change in control were to occur, the banks would
have the ability to terminate any commitments under the facility
and/or
accelerate all amounts outstanding. We may not be able to
refinance such outstanding commitments on commercially
reasonable terms, or at all. If we were not able to pay such
accelerated amounts, the banks under the senior secured credit
facility would have the right to foreclose on the stock of BKC
and certain of its subsidiaries.

Provisions
in our certificate of incorporation could make it difficult for
a third party to acquire us and could discourage a takeover and
adversely affect existing stockholders.

Our certificate of incorporation authorizes our board of
directors to issue up to 10,000,000 shares of preferred
stock and to determine the powers, preferences, privileges,
rights, including voting rights, qualifications, limitations and
restrictions on those shares, without any further vote or action
by our stockholders. The rights of the holders of shares of our
common stock will be subject to, and may be adversely affected
by, the rights of the holders of any shares of our preferred
stock that may be issued in the future. The issuance of
preferred shares could have the effect of delaying, deterring or
preventing a change in control and could adversely affect the
voting power or economic value of your shares.

In addition to current and historical information, this
prospectus and the documents incorporated by reference into this
prospectus contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These
statements, which are set forth below or identified in each of
the documents incorporated by reference, relate to our and
expectations and beliefs regarding our future operations,
prospects, potential products, services, developments and
business strategies. These statements can, in some cases, be
identified by the use of terms such as may,
will, should, could,
would, intend, expect,
plan, anticipate, believe,
estimate, predict, project,
potential, or continue or the negative
of such terms or other comparable terminology. Forward-looking
statements contained in this prospectus include, but are not
limited to, our beliefs and expectations regarding our franchise
restaurants, including their impact on our financial metrics and
the strategic advantage that we derive from our ownership mix,
our expectations regarding the control that the sponsors will
continue to exercise after this offering, and our expectation
that our cash flow will continue to strengthen. These
forward-looking statements are only predictions based on our
current expectations and projections about future events.
Important factors could cause our actual results, level of
activity, performance or achievements to differ materially from
those expressed or implied by these forward looking statements.
These factors include those risk factors set forth in filings
with the SEC, including our annual and quarterly reports, and
the following:



Our ability to compete domestically and internationally in an
intensely competitive industry;

Economic or other business conditions that may affect the desire
or ability of our customers to purchase our products, such as
increases in unemployment rates, declines in median income
growth, consumer confidence and changes in consumer preferences;



Our continued relationship with, and the success of, our
franchisees;



Our continued ability, and the ability of our franchisees, to
obtain suitable locations and financing for new restaurant
development;



Our ability to manage increases in our operating costs,
including the costs of food and paper products, rent expense,
energy costs and labor costs, which can adversely affect our
operating margins and financial results, particularly in an
environment of declining sales, if we choose not to pass, or
cannot pass, these increases to our guests;



Risks related to our business in the United Kingdom, which may
continue to experience operating losses, escalating costs,
including rent expense, restaurant closures and franchisee
financial distress;



Risks relating to the loss of any of our major distributors,
particularly in those international markets where we have a
single distributor, and interruptions in the supply of necessary
products to us;



Our ability to execute on our program of remodeling and
rebuilding Company restaurants in the U.S. and Canada to
increase sales and profitability, and the short term impact of
our program on revenues and operating expenses due to temporary
closures and accelerated depreciation of the assets to be
disposed of through their disposal date;



Our ability to use proactive portfolio management, including
closures of under-performing restaurants and strategic
refranchisings and acquisitions, to achieve our financial and
development objectives;



The effectiveness of our marketing and advertising programs and
franchisee support of these programs;



Risks relating to franchisee financial distress which could
result in, among other things, restaurant closures, delayed or
reduced payments to us of royalties and rents and increased
exposure to third parties, such as landlords;

Risks related to market conditions, including the market price
and trading volume of our common stock, that would affect the
volume of purchases, if any, made under our share repurchase
program;



Our ability to retain or replace executive officers and key
members of management with qualified personnel;



Our ability to refinance or modify our bank debt on favorable
terms given the current lending environment;



Our ability to utilize foreign tax credits to offset our
U.S. income taxes due to continuing or increasing losses in
the U.K. and other factors, and risks related to the impact of
changes in statutory tax rates in foreign jurisdictions on our
deferred taxes and effective tax rate;



Our ability to realize our expected tax benefits from the
realignment of our European and Asian businesses;

Our ability to successfully estimate the effect on our Company
of adopting certain accounting pronouncements;



Adverse legal judgments, settlements or pressure
tactics; and



Adverse legislation or regulation.

These risks are not exhaustive and may not include factors which
could adversely impact our business and financial performance.
Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors emerge from time to time and it is
not possible for our management to predict all risk factors, nor
can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements.

Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, level of activity, performance or achievements.
Moreover, neither we nor any other person assumes responsibility
for the accuracy or completeness of any of these forward-looking
statements. You should not rely upon forward-looking statements
as predictions of future events. We do not undertake any
responsibility to update any of these forward-looking statements
to conform our prior statements to actual results or revised
expectations.

The proceeds from the sale of the common stock offered pursuant
to this prospectus are solely for the account of the selling
stockholders. We will not receive any proceeds from these sales.
See Principal and Selling Stockholders.

Our common stock has been listed on the New York Stock Exchange
under the symbol BKC since May 18, 2006. Prior
to that time, there was no public market for our common stock.
The following table sets forth for the periods indicated the
high and low sales prices of our common stock on the New York
Stock Exchange.

2006

High

Low

Fourth Quarter (commencing May 18, 2006)

$

19.45

$

15.48

2007

High

Low

First Quarter

$

16.64

$

12.41

Second Quarter

$

21.28

$

15.46

Third Quarter

$

22.84

$

19.67

Fourth Quarter

$

27.04

$

21.53

2008

High

Low

First Quarter

$

27.00

$

22.21

Second Quarter

$

29.19

$

24.41

Third Quarter

$

28.90

$

21.60

Fourth Quarter (through May 2, 2008)

$

29.05

$

26.50

A recent reported closing price for our common stock is set
forth on the cover page of this prospectus. The Bank of New York
Mellon is the transfer agent and registrar for our common stock.
On May 1, 2008, we had 200 holders of record of our common
stock.

Although we do not have a dividend policy, we have elected to
pay the following quarterly cash dividends because we have
generated strong cash flow over the past year, and we expect our
cash flow to continue to strengthen.

March 15,

June 28,

September 28,

December 27,

March 28,

Date Paid

2007

2007

2007

2007

2008

Amount of dividend per share

$

.0625

$

.0625

$

.0625

$

.0625

$

.0625

On February 21, 2006, we paid an aggregate cash dividend of
$367 million to holders of record of our common stock on
February 9, 2006. At the same time, we paid a compensatory
make-whole payment of $33 million to holders of our options
and restricted stock unit awards, primarily members of senior
management. This compensatory make-whole payment was recorded as
compensation expense in the third quarter of fiscal 2006. We did
not declare or pay any cash dividends on our common stock during
the fiscal year ended June 30, 2005.

The terms of our credit facility limit our ability to pay cash
dividends in certain circumstances. In addition, because we are
a holding company, our ability to pay cash dividends on shares
of our common stock may be limited by restrictions on our
ability to obtain sufficient funds through dividends from our
subsidiaries, including the restrictions under our credit
facility. Subject to the foregoing, the payment of cash
dividends in the future, if any, will be at the discretion of
our board of directors and will depend upon such factors as
earnings levels, capital requirements, our overall financial
condition and any other factors deemed relevant by our board of
directors.

The following table sets forth our capitalization as of
March 31, 2008. This table should be read in conjunction
with Managements discussion and analysis of
financial condition and results of operations included in
our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008 and the unaudited
condensed consolidated financial statements and notes thereto
incorporated by reference into this prospectus.

Excludes 7.1 million shares of our common stock issuable
upon the exercise of non-qualified stock options or the
settlement of restricted stock and restricted stock unit awards,
performance-based restricted stock and
performance-based
restricted stock unit awards and deferred stock unit awards
outstanding as of March 31, 2008, of which options to
purchase 2.1 million shares were exercisable and
approximately 82,000 deferred stock units were vested but not
yet settled. In addition, as of March 31, 2008,
(i) 1.0 million shares of our common stock remain to
be awarded under the Burger King Holdings, Inc. Equity Incentive
Plan and (ii) 5.5 million shares of our common stock
remain to be awarded under the Burger King Holdings, Inc. 2006
Omnibus Incentive Plan. As of May 1, 2008, we had not
granted any equity awards in the fourth quarter of fiscal 2008.

On December 13, 2002, we acquired BKC through private
equity funds controlled by the sponsors. In this prospectus,
unless the context otherwise requires, all references to
we, us and our refer to
Burger King Holdings, Inc. and its subsidiaries, including BKC,
for all periods subsequent to our December 13, 2002
acquisition of BKC. All references to our
predecessor refer to BKC and its subsidiaries for
all periods prior to the acquisition, which operated under a
different ownership and capital structure. In addition, the
acquisition was accounted for under the purchase method of
accounting and resulted in purchase accounting allocations that
affect the comparability of results of operations between
periods before and after the acquisition.

The following tables present selected consolidated financial and
other data for us for each of the periods indicated. The
selected historical financial data as of June 30, 2003,
2004, 2005, 2006 and 2007 and for the period December 13,
2002 to June 30, 2003, and for the fiscal years ended
June 30, 2004, 2005, 2006 and 2007 have been derived from
our audited financial statements and the notes thereto. The
selected historical financial data for our predecessor for the
period July 1, 2002 to December 12, 2002 have been
derived from the audited consolidated financial statements and
notes thereto of our predecessor. The combined financial data
for the combined fiscal year ended June 30, 2003 have been
derived from the audited consolidated financial statements and
notes thereto of our predecessor and us. The combined financial
data have not been audited on a combined basis, do not comply
with generally accepted accounting principles and are not
intended to represent what our operating results would have been
if the acquisition of BKC had occurred at the beginning of the
period. The selected historical financial data as of
March 31, 2007 and 2008 and for the nine months ended
March 31, 2007 and 2008 have been derived from our
unaudited condensed consolidated financial statements and the
notes thereto incorporated by reference into this prospectus.
The other operating data for the fiscal years ended
June 30, 2005, 2006 and 2007 and for the nine months ended
March 31, 2007 and 2008 have been derived from our internal
records.

The selected consolidated financial and other operating data
presented below contain all normal recurring adjustments that,
in the opinion of management, are necessary to present fairly
our financial position and results of operations as of and for
the periods presented. The selected historical consolidated
financial and other operating data included below and elsewhere
in this prospectus are not necessarily indicative of future
results. The information presented below should be read in
conjunction with the Managements discussion and
analysis of financial condition and results of operations
set forth in our annual and quarterly reports and our audited
and unaudited condensed consolidated financial statements and
related notes and other financial information, all of which is
incorporated by reference into this prospectus.

Selling, general and administrative expenses in fiscal 2006
include compensation expense and taxes related to a
$33 million compensatory make-whole payment made on
February 21, 2006 to holders of our options and restricted
stock unit awards, primarily members of senior management.

(2)

Fees paid to affiliates consist of management fees we paid to
our sponsors and fees paid by our predecessor to Diageo plc
under management agreements. Fees paid to affiliates in fiscal
2006 also include a $30 million fee that we paid to
terminate our management agreement with the sponsors upon
completion of our initial public offering.

(3)

In connection with our acquisition of BKC, our predecessor
recorded $35 million of intangible asset impairment charges
within other operating expenses (income), net and goodwill
impairment charges of $875 million during the period from
July 1, 2002 to December 12, 2002.

(4)

Earnings per share is calculated using whole dollars and shares.

(5)

In the course of preparing our financial statements as of and
for the nine months ended March 31, 2008, we identified an
error related to the classification in the statement of cash
flows of lease payments received under direct financing leases.
We determined that in accounting for such payments, we did not
properly classify the portion of the lease payment representing
the reduction in the net investment in the lease as cash flows
from investing activities, as required by FASB No. 95,
Statement of Cash Flows. We reviewed the
impact of this error on the prior periods in accordance with
Staff Accounting Bulletin No. 99,
Materiality (SAB 99), and
determined that the error was not material to prior periods.
However, we have corrected the statement of cash flows, and the
numbers in the table above, for the nine-month period ended
March 31, 2007 by increasing cash flows from investing
activities and decreasing cash flows from operating activities
by $5 million. In accordance with the guidance provided in
SEC Staff Accounting Bulletin (SAB) Topic 1-N,
Financial Statements  Considering the
Effects of Prior Year Misstatements When Quantifying
Misstatements in Current Year Financial Statements
(SAB 108), we will correct these immaterial
misstatements to each of the prior completed fiscal years in our
annual report on
Form 10-K
for the fiscal year ending June 30, 2008, the next time
such financial statements are filed with the SEC.

(6)

EBITDA is defined as earnings (net income) before interest,
taxes, depreciation and amortization, and is used by management
to measure operating performance of the business. Management
believes that EBITDA is a useful measure as it incorporates
certain operating drivers of our business such as sales growth,
operating costs, selling, general and administrative expenses
and other income and expense. Capital expenditures, which impact
depreciation and amortization, interest expense and income tax
expense, are reviewed separately by management. EBITDA is also
one of the measures used by us to calculate incentive
compensation for management and corporate-level employees.

While EBITDA is not a recognized measure under GAAP, management
uses it to evaluate and forecast our business performance. This
non-GAAP financial measure has certain material limitations,
including:



it does not include interest expense, net. Because we have
borrowed money for general corporate purposes, interest expense
is a necessary element of our costs and ability to generate
profits and cash flows. Therefore, any measure that excludes
interest expense has material limitations;

it does not include depreciation and amortization expenses.
Because we use capital assets, depreciation and amortization are
necessary elements of our costs and ability to generate profits.
Therefore, any measure that excludes depreciation and
amortization expenses has material limitations; and



it does not include provision for taxes. Because the payment of
taxes is a necessary element of our operations, any measure that
excludes tax expense has material limitations.

Management believes that EBITDA provides both management and
investors with a more complete understanding of the underlying
operating results and trends and an enhanced overall
understanding of our financial performance and prospects for the
future.



EBITDA is not intended to be a measure of liquidity or cash
flows from operations nor a measure comparable to net income.



The following table is a reconciliation of our net income to
EBITDA:

Predecessor

BKH

BKH

For the

Combined

For the period

period from

twelve

For the nine

from July 1,

December

months

months

2002 to

13, 2002 to

Ended

For the fiscal year ended

ended March

December 12,

June 30,

June 30,

June 30,

31,

2002

2003

2003

2004

2005

2006

2007

2007

2008

(In millions)

Net (loss) income

$

(892

)

$

24

$

(868

)

$

5

$

47

$

27

$

148

$

112

$

139

Interest expense, net

46

35

81

64

73

72

67

51

48

Loss on early extinguishment of debt











18

1

1



Income tax expense (benefit)

(34

)

16

(18

)

4

31

53

75

55

85

(Loss) income from operations

(880

)

75

(805

)

73

151

170

291

219

272

Depreciation and amortization

43

43

86

63

74

88

89

65

70

EBITDA

$

(837

)

$

118

$

(719

)

$

136

$

225

$

258

$

380

$

284

$

342

This presentation of EBITDA may not be directly comparable to
similarly titled measures of other companies, since not all
companies use identical calculations.

(7)

Comparable sales growth and sales growth are analyzed on a
constant currency basis, which means they are calculated using
the same exchange rate over the periods under comparison, to
remove the effects of currency fluctuations from these trend
analyses. We believe these constant currency measures provide a
more meaningful analysis of our business by identifying the
underlying business trends, without distortion from the effect
of foreign currency movements.

(8)

Unless otherwise stated, comparable sales growth, sales growth
and average restaurant sales are presented on a system-wide
basis, which means they include sales at company restaurants and
franchise restaurants. Franchise sales represent sales at all
franchise restaurants and are revenues to our franchisees. We do
not record franchise sales as revenues. However, our royalty
revenues are calculated based on a percentage of franchise sales.

(9)

Comparable sales growth refers to the change in restaurant sales
in one period from a comparable period for restaurants that have
been open for thirteen months or longer.

(10)

Refers to our operations in Europe, the Middle East, Africa and
Asia Pacific.

(11)

Refers to our operations in Mexico, Central and South America,
the Caribbean and Puerto Rico.

(12)

Calculated using dollars expressed in hundreds of thousands.

(13)

Franchise revenues consist primarily of royalties paid by
franchisees. Royalties earned are based on a percentage of
franchise sales, which were $11 billion, $11 billion
and $12 billion for the fiscal years ended June 30,
2005, 2006 and 2007, respectively, and $9 billion and
$10 billion for the nine months ended March 31, 2007
and March 31, 2008, respectively. Franchise sales are sales
at all franchise restaurants and are revenues to our
franchisees. We do not record franchise sales as revenues.

The selling stockholders are private equity funds controlled by
the sponsors. In the aggregate, the selling stockholders own
approximately 43% of our outstanding common stock, and each of
the sponsors controls private equity funds owning in the
aggregate more than 5% of our outstanding common stock. A total
of 15,000,000 shares of our common stock are covered for
possible sale by the selling stockholders using this prospectus.

The table below sets forth certain information as of May 1,
2008, regarding the beneficial ownership of our common stock by:



Each selling stockholder, including the name of the selling
stockholder, the number of shares beneficially owned by each
selling stockholder, and the maximum number of shares that may
be offered for sale by such selling stockholder pursuant to this
prospectus;



Each of our directors and current named executive officers;



All directors and executive officers as a group; and



Each person who is known to us to be the beneficial owner of
more than 5% of our common stock.

As of May 1, 2008, our outstanding equity securities consisted
of 134,806,013 shares of common stock.

The number of shares beneficially owned by each stockholder is
determined in accordance with the rules promulgated by the SEC
and generally includes voting or investment power over the
shares. The information does not necessarily indicate beneficial
ownership for any other purpose. Under the SEC rules, the number
of shares of common stock deemed outstanding includes shares
issuable upon conversion of other securities, as well as the
exercise of options or the settlement of restricted stock units
held by the respective person or group that may be exercised or
settled on or within 60 days of May 1, 2008. For
purposes of calculating each persons or groups
percentage ownership, shares of common stock issuable pursuant
to stock options and restricted stock units exercisable or
settleable on or within 60 days of May 1, 2008 are
included as outstanding and beneficially owned for that person
or group but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person or group.

The address for each listed stockholder, unless otherwise
indicated, is:
c/o Burger
King Holdings, Inc., 5505 Blue Lagoon Drive, Miami, Florida
33126. To our knowledge, except as indicated in the footnotes to
this table and pursuant to applicable community property laws,
the persons named in the table have sole voting and investment
power with respect to all shares of common stock beneficially
owned by them. We have prepared the information in the table
regarding the selling stockholders based on information given to
us by, or on behalf of, the selling stockholders, before the
date of this prospectus. Information about the selling
stockholders may change from time to time. Any changed
information given to us by the selling stockholders will be set
forth in prospectus supplements or amendments to this prospectus
if and when necessary.

Our registration of the shares covered by this prospectus does
not necessarily mean that any of the selling stockholders will
sell all or any portion of the shares of common stock covered by
this prospectus. The selling stockholders may offer and sell all
or a portion of their respective shares from time to time, but
are under no obligation to offer or sell any of the shares.
Because the selling stockholders may sell, transfer or otherwise
dispose of all, some or none of the shares of our common stock
covered by this prospectus, we cannot determine the number of
such shares that will be sold, transferred or otherwise disposed
of by the selling stockholders, or the amount or percentage of
shares of our common stock that will be held by the selling
stockholders upon termination of any particular offering. See
Plan of distribution. For purposes of the
table below, we assume that the selling stockholders will sell
all their shares of common stock covered by this prospectus.

Includes beneficial ownership of shares of common stock for
which the following persons hold options exercisable on or
within 60 days of May 1, 2008: Mr. Chidsey,
1,013,259 shares; Mr. Wells, 105,384 shares;
Mr. Klein, 115,923 shares; Ms. Chwat,
54,306 shares; Mr. Tan, 42,153 shares;
Mr. Formanek, 75,587 shares; and all directors and
executive officers as a group, 1,622,887 shares. Also
includes beneficial ownership of shares of common stock
underlying restricted stock units or deferred stock units held
by the following persons that have vested or will vest on or
within 60 days of May 1, 2008: Mr. Chidsey,
42,154 shares; each of Messrs. Balson, Bonderman,
Boyce and Brandon, 8,324 shares; Mr. Pagliuca,
8,708 shares; each of Messrs. Formanek, Garcia and
Youngblood, 6,402 shares; Mr. Dykes,
5,021 shares; Messrs. Jones and Mehra,
14,726 shares; Mr. Swette, 12,115 shares; and all
directors and officers as a group, 93,072 shares. See
Footnote 4 below for more information regarding the deferred
stock held by Messrs. Jones and Mehra.

(2)

Mr. Balson and Mr. Pagliuca are managing directors and
members of Bain Capital Investors, LLC. Messrs. Balson and
Pagliuca may be deemed to share voting and dispositive power
with respect to all the shares of common stock held by each of
the Bain Capital investment funds referred to in Footnote 5
below. Each of Messrs. Balson and Pagliuca disclaims
beneficial ownership of securities held by these investment
funds except to the extent of his pecuniary interest therein.

Includes 20,981,497 shares of common stock held by TPG BK
Holdco LLC, whose managing member is TPG Partners III, LP, whose
general partner is TPG GenPar III, LP, whose general partner is
TPG Advisors III, Inc. Mr. Bonderman and James G. Coulter
are the sole shareholders of TPG Advisors III. Each of
Messrs. Bonderman and Coulter disclaims beneficial
ownership of such securities. Mr. Coulter is not affiliated
with us.

(4)

Mr. Jones and Mr. Mehra are managing directors of
Goldman, Sachs & Co. Messrs. Jones and Mehra and
The Goldman Sachs Group, Inc. each disclaims beneficial
ownership of the shares of common stock owned directly or
indirectly by the Goldman Sachs Funds and Goldman,
Sachs & Co., except to the extent of his or its
pecuniary interest therein, if any. Goldman, Sachs &
Co. disclaims beneficial ownership of the shares of common stock
owned directly or indirectly by the Goldman Sachs Funds, except
to the extent of its pecuniary interest therein, if any. Each of
Messrs. Jones and Mehra has an understanding with The
Goldman Sachs Group, Inc. pursuant to which he holds the
deferred stock units he receives as a director for the benefit
of The Goldman Sachs Group, Inc. See Footnote 6 below for
information regarding The Goldman Sachs Group, Inc.

(5)

The shares included in the table consist of:
(i) 13,774,453 shares of common stock owned by Bain
Capital Integral Investors, LLC, whose administrative member is
Bain Capital Investors, LLC (BCI);
(ii) 4,128,030 shares of common stock owned by Bain
Capital VII Coinvestment Fund, LLC, whose sole member is Bain
Capital VII Coinvestment Fund, L.P., whose general partner is
Bain Capital Partners VII, L.P., whose general partner is BCI
and (iii) 78,793 shares of common stock owned by BCIP
TCV, LLC, whose administrative member is BCI. Certain partners
and other employees of Bain Capital entities may make a
contribution of shares of common stock to one or more charities
prior to this offering. In such case, a recipient charity, if it
chooses to participate in the offering, will be the selling
stockholder with respect to the donated shares. The business
address for Bain Capital Integral Investors, LLC is 111
Huntington Avenue, Boston, MA 02199.

Goldman, Sachs & Co. beneficially owns directly, and
The Goldman Sachs Group, Inc. may be deemed to beneficially own
indirectly, 10,100 shares of common stock. Goldman,
Sachs & Co. and The Goldman Sachs Group, Inc. may each
be deemed to beneficially own indirectly, in the aggregate,
18,650,225 shares of common stock through certain limited
partnerships described in Footnote 6, of which affiliates of
Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.
are the general partner, managing general partner, managing
partner, managing member or member. Goldman, Sachs &
Co. is a direct and indirect wholly-owned subsidiary of The
Goldman Sachs Group, Inc. Goldman, Sachs & Co. is the
investment manager of certain of the limited partnerships.

The Goldman Sachs Group, Inc. may be deemed to beneficially own
14,726 shares of common stock issued pursuant to the 2006
Omnibus Incentive Plan (the 2006 Plan), consisting
of 8,324 deferred shares granted to Adrian M. Jones and 6,402
deferred shares granted to Sanjeev K. Mehra, in their capacity
as directors of the Company, which have vested or will vest
within 60 days of May 1, 2008. Each of
Messrs. Jones and Mehra is a managing director of Goldman,
Sachs & Co. Each of Sanjeev K. Mehra and Adrian M.
Jones has an understanding with The Goldman Sachs Group, Inc.
pursuant to which he holds such deferred shares for the benefit
of The Goldman Sachs Group, Inc. The deferred shares will be
settled upon termination of board service. Each of Goldman,
Sachs & Co. and The Goldman Sachs Group, Inc.
disclaims beneficial ownership of the deferred shares of common
stock except to the extent of its pecuniary interest therein.
The business address for The Goldman Sachs Group, Inc. is 85
Broad Street, New York, NY 10004.

(7)

The shares included in the table are directly held by TPG BK
Holdco LLC. TPG Advisors III, Inc., a Delaware corporation
(Advisors III), is the general partner of TPG GenPar
III, L.P., a Delaware limited partnership, which in turn is the
sole general partner of TPG Partners III, L.P., a Delaware
limited partnership which in turn is the managing member of TPG
BK Holdco LLC. David Bonderman and James Coulter are the sole
shareholders and directors of Advisors III, and therefore, David
Bonderman, James Coulter and Advisors III may each be
deemed to beneficially own the shares directly held by TPG BK
Holdco LLC. The business address for TPG BK Holdco LLC is
c/o TPG
Capital, L.P., 301 Commerce Street , Suite 3300,
Fort Worth, TX 76102.

(8)

This number is based solely on the Schedule 13G filed with
the Commission on February 14, 2008 by FMR LLC. FMR LLC is
the parent holding company for several entities that hold our
common stock as investment advisors, including Fidelity
Management and Research Company. FMR LLC has sole voting power
with respect to 2,920,013 shares and sole dispositive power
with respect to 6,866,223 shares. The business address of
FMR LLC is 82 Devonshire St, Boston, MA 02109.

In connection with our acquisition of BKC we entered into a
management agreement, dated December 13, 2002, with the
sponsors and the selling stockholders, pursuant to which we
agreed to pay the sponsors a quarterly management fee not to
exceed 0.5% of the prior quarters total revenues. For each
of fiscal 2005 and 2006, we paid approximately $9 million
each year in quarterly management fees, which were paid as
compensation to the sponsors for monitoring our business through
board of director participation, executive team recruitment,
interim senior management services that were provided from
time-to-time
and other services consistent with arrangements with private
equity funds. In connection with our initial public offering in
May 2006, we paid a one-time management agreement termination
fee of $30 million which was split equally among the three
sponsors.

On February 21, 2006, we paid a special cash dividend in
the aggregate amount of $367 million, or $3.42 per share,
to holders of record of our common stock on February 9,
2006. Of the total amount paid, the private equity funds
controlled by TPG Capital, Bain Capital Partners and the Goldman
Sachs Fund received approximately $129 million,
$115 million and $115 million, respectively.

In order to finance, in part, our acquisition of BKC, we issued
$212.5 million in
payment-in-kind,
or PIK, notes to the selling stockholders on December 13,
2002. The PIK notes accreted interest at a rate of 9% per annum.
Our interest expense on the PIK notes totaled $23 million
in fiscal 2005. On July 13, 2005, we repaid the PIK notes
in full, including accreted interest, as part of the refinancing
of our indebtedness.

Prior to becoming a public company, we reimbursed the sponsors
for certain travel-related expenses of their employees in
connection with meetings of our board of directors and other
meetings related to the management and monitoring of our
business by the sponsors. During fiscal 2005 and 2006, we paid
approximately $496,000 and $214,000, respectively, in total
expense reimbursements to the sponsors. During fiscal 2007, we
reimbursed the sponsors for certain travel-related expenses of
their employees who are members of our board of directors in
connection with meetings of the board of directors in amounts
that are consistent with amounts reimbursed to the non-sponsor
directors. In addition, during fiscal 2006, we paid, on behalf
of the sponsors, approximately $500,000 in legal fees and
expenses to Cleary Gottlieb Steen & Hamilton LLP that
were incurred by the sponsors in connection with their
management of us and arrangements between us and the sponsors.

Under the terms of a shareholders agreement among the
Company, BKC and the selling stockholders, we paid on behalf of
the selling stockholders approximately $90,000 in legal fees in
connection with our initial public offering. We also paid
approximately $870,000 of expenses on behalf of the selling
stockholders in connection with a secondary offering in February
2007 and approximately $540,000 of expenses in connection with a
secondary offering in November 2007, including registration and
filing fees, printing fees, accountants and
attorneys fees and road-show expenses. See
Plan of Distribution for more information about the
shareholders agreement.

The shareholders agreement also provides for (i) the
right of each sponsor to appoint two members to our board of
directors, (ii) the right for each sponsor, with respect to
each committee of the board of directors other than the Audit
Committee, to have at least one sponsor director on each
committee, for sponsor directors to constitute a majority of the
membership of each committee and for the chairman of the
committees to be a sponsor director, (iii) drag-along and
tag-along rights and transfer restrictions, (iv) shelf,
demand and piggyback registration rights and (v) the
payment of expenses and the grant of certain indemnities
relating to those registration rights. A sponsors right to
appoint directors will be reduced to one director if the stock
ownership of the private equity funds controlled by that sponsor
drops to less than 10% of our outstanding common stock, and will
be eliminated if the stock ownership of the private equity funds
controlled by that sponsor drops to less than 2% of our
outstanding common stock. The right to appoint directors to
board committees terminates if the private equity funds
controlled by the sponsors no longer collectively beneficially
own 30% or more of our outstanding common stock. Six of our
current directors, Messrs. Balson, Bonderman, Boyce, Jones,
Mehra and Pagliuca, were appointed pursuant to the
shareholders agreement.

Goldman, Sachs & Co., an affiliate of the Goldman
Sachs Funds, participated as one of the joint book-running
managers of our initial public offering in May 2006 and the
secondary offerings by the selling stockholders in
February/March 2007 and November 2007.

A change in control of the Company is an event of
default under the credit agreement for our senior secured debt.
One of the events that will trigger a change in control of the
Company under the credit agreement is (i) the acquisition
by any person or group (within the meaning of the Securities
Exchange Act of 1934, as amended (the Exchange Act)
and the SEC rules promulgated thereunder), other than the
sponsors, the selling stockholders or any other affiliates of
the sponsors (other than the Company and its subsidiaries), of
more than 25% of either the aggregate ordinary voting power or
the aggregate equity value of the Company, if (ii) the
sponsors, the selling stockholders and any other affiliates of
the sponsors collectively own a lesser percentage of either the
aggregate ordinary voting power or the aggregate equity value of
the Company than such person or group.

The following is a general discussion of the material
U.S. federal income and estate tax consequences of the
ownership and disposition of common stock by a beneficial owner
that is a
non-U.S. holder
and that does not own, and is not deemed to own, more than 5% of
the companys common stock. A
non-U.S. holder
is a person or entity that, for U.S. federal income tax
purposes, is a:



non-resident alien individual, other than certain former
citizens and residents of the United States subject to tax as
expatriates;



foreign corporation;



foreign partnership; or



foreign estate or trust.

A
non-U.S. holder
does not include an individual who is present in the United
States for 183 days or more in the taxable year of
disposition and is not otherwise a resident of the United States
for U.S. federal income tax purposes. Such an individual is
urged to consult his or her own tax advisor regarding the
U.S. federal income tax consequences of the sale, exchange
or other disposition of common stock.

This discussion is based on the Internal Revenue Code of 1986,
as amended (the Code), and administrative
pronouncements, judicial decisions and final, temporary and
proposed Treasury Regulations, changes to any of which
subsequent to the date of this prospectus may affect the tax
consequences described herein. This discussion does not address
all aspects of U.S. federal income and estate taxation that
may be relevant to
non-U.S. holders
in light of their particular circumstances and does not address
any tax consequences arising under the laws of any state, local
or foreign jurisdiction. Prospective holders are urged to
consult their tax advisors with respect to the particular tax
consequences to them of owning and disposing of common stock,
including the consequences under the laws of any state, local or
foreign jurisdiction.

Dividends

Dividends paid by the company to a
non-U.S. holder
of common stock generally will be subject to withholding tax at
a 30% rate or subject to a reduced rate specified by an
applicable income tax treaty. In order to obtain a reduced rate
of withholding, a
non-U.S. holder
will be required to provide an Internal Revenue Service
(IRS)
Form W-8BEN
(or other appropriate IRS
Form W-8)
certifying its entitlement to benefits under a treaty.

The withholding tax does not apply to dividends paid to a
non-U.S. holder
who provides a
Form W-8ECI,
certifying that the dividends are effectively connected with the
non-U.S. holders
conduct of a trade or business within the United States.
Instead, the effectively connected dividends will be subject to
regular U.S. income tax as if the
non-U.S. holder
were a U.S. resident. A
non-U.S. corporation
receiving effectively connected dividends may also be subject to
an additional branch profits tax imposed at a rate
of 30% (or a lower treaty rate).

Gain on
disposition of common stock

A
non-U.S. holder
generally will not be subject to U.S. federal income tax on
gain realized on a sale or other disposition of common stock
unless:



the gain is effectively connected with a trade or business of
the
non-U.S. holder
in the United States, subject to an applicable treaty providing
otherwise, or



the company is or has been a U.S. real property holding
corporation at any time within the five-year period preceding
the disposition or the
non-U.S. holders
holding period, whichever period is shorter, and its common
stock has ceased to be traded on an established securities
market prior to the beginning of the calendar year in which the
sale or disposition occurs.

The company believes that it is not, and does not anticipate
becoming, a U.S. real property holding corporation.

Information
reporting requirements and backup withholding

Information returns will be filed with the IRS in connection
with payments of dividends and the proceeds from a sale or other
disposition of common stock. You may have to comply with
certification procedures to establish that you are not a
U.S. person in order to avoid information reporting and
backup withholding tax requirements. The certification
procedures required to claim a reduced rate of withholding under
a treaty will satisfy the certification requirements necessary
to avoid the backup withholding tax as well. The amount of any
backup withholding from a payment to you will be allowed as a
credit against your U.S. federal income tax liability and
may entitle you to a refund, provided that the required
information is furnished to the IRS.

Federal
estate tax

An individual
non-U.S. holder
who is treated as the owner of, or has made certain lifetime
transfers of, an interest in the common stock will be required
to include the value of the stock in his gross estate for
U.S. federal estate tax purposes, and may be subject to
U.S. federal estate tax, unless an applicable estate tax
treaty provides otherwise.

We are registering 15,000,000 shares of our common stock
pursuant to this Registration Statement on
Form S-3,
or the Registration Statement, which includes this
prospectus and any prospectus supplement, if necessary, to
permit the resale of these shares of common stock by the selling
stockholders from time to time after the date of this
prospectus. We will not receive any of the proceeds from the
sale of our common stock by the selling stockholders.

The selling stockholders and their pledgees, assignees, donees
or other
successors-in-interest
may sell shares of our common stock from time to time as market
conditions permit, on the New York Stock Exchange, any other
exchange or automated interdealer quotation system on which the
shares may be listed, in the over-the-counter market, or in
private transactions, directly or through one or more
underwriters, broker-dealers or agents, at fixed prices,
prevailing market prices or varying prices related to such
prevailing market prices at the time of sale, or at negotiated
prices. The selling stockholders may use any one or more of the
following methods when selling shares:



Purchases by underwriters, brokers, dealers or agents who may
receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders
and/or the
purchasers of the shares for whom they may act as agent;



Ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;



One or more block trades in which a broker-dealer will attempt
to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction
or, in crosses, in which the same broker acts as agent on both
sides;



Purchases by a broker-dealer (including a specialist or market
maker) as principal and resale by such broker-dealer for its
account;



Privately negotiated transactions without a broker-dealer;



An exchange transaction in accordance with the rules of any
stock exchange on which the shares are listed;



Short sales made after the date of this prospectus or
transactions to cover short sales made after the date of this
prospectus relating to the shares;



Through the writing of options on the securities whether or not
the options are listed on an options exchange, or by entering
into swaps or other derivatives;



The pledge of shares as security for any loan or obligation,
including pledges to brokers or dealers who may from time to
time effect distributions of the shares or other interests in
the shares;



Distributions of the shares to creditors, partners, members or
stockholders by the selling stockholders;



Sales in other ways not involving market makers or established
trading markets, including direct sales to institutions or
individual purchasers; and



Any combination of the foregoing, or by any other method
permitted by applicable law.

The selling stockholders may enter into sale, forward sale and
derivative transactions with third parties, or sell securities
not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement
indicates, in connection with those sale, forward sale or
derivative transactions, the third parties may sell securities
covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions and by issuing
securities that are not covered by this prospectus but are
exchangeable for or represent beneficial interests in the
shares. The third parties may use shares received under those
sale, forward sale, or derivative arrangements or shares pledged
by the selling stockholders or borrowed from the selling
stockholders or others to settle such third party sales or to
close out any related open borrowings of shares. The third
parties may deliver this prospectus in connection with any such
transactions. Any third party

in such sale transactions may be an underwriter and, if
required, will be identified in the applicable prospectus
supplement (or a post-effective amendment to the registration
statement of which this prospectus forms a part).

The selling stockholders may enter into hedging transactions
with broker-dealers in connection with the distribution of
shares or otherwise. In those transactions, broker-dealers may
engage in short sales of shares in the course of hedging the
positions they assume with the selling stockholders. The selling
stockholders may also sell shares short and redeliver shares to
close out such short positions. We have advised the selling
stockholders that they may not use shares registered under this
Registration Statement to cover short sales of common stock made
prior to the date on which the Registration Statement became
effective. The selling stockholders also may enter into option
or other transactions with broker-dealers that require the
delivery to such broker-dealers of the shares, which shares may
be resold thereafter pursuant to this prospectus. The selling
stockholders also may loan, pledge or grant a security interest
in some or all of the shares, and the borrower or pledgee may
sell or otherwise transfer the shares so loaned, pledged or
secured pursuant to this prospectus. From time to time, the
selling stockholders may also transfer or donate their shares
and each transferee, or donee, will be deemed to be a selling
stockholder for purposes of this prospectus. Any pledge, secured
party, transferee or donee that a selling stockholder intends to
offer or sell shares to through this prospectus will be named in
a prospectus supplement, if required.

In addition, the selling stockholders may elect to sell all or a
portion of their shares in open market transactions in reliance
upon Rule 144 under the Securities Act of 1933, as amended,
or Securities Act, or any other available exemption
from required registration under the Securities Act, provided
that they meet the criteria and conform to the requirements of
such exemptions rather than pursuant to this prospectus.

Underwriters, broker-dealers, or agents may receive compensation
in the form of commissions, discounts or concessions from the
selling stockholders. Underwriters, broker-dealers or agents may
also receive compensation from the purchasers of shares for whom
they act as agents or to whom they sell as principals, or both.
Compensation as to a particular underwriter, broker-dealer or
agent may be in excess of customary commissions and will be in
amounts to be negotiated in connection with transactions
involving shares. Broker-dealers engaged by the selling
stockholders may arrange for other broker-dealers to participate
in sales.

At the time a particular offer of shares is made by one or more
of the selling stockholders, a prospectus supplement, if
required, will be distributed to set forth the terms of the
specific offering of the shares, including:



the name of the selling stockholders;



the names of participating broker-dealer(s);



the aggregate number of shares offered;



the price at which such shares are being sold;



the proceeds to the selling stockholders from the sale of such
shares;



the specific plan of distribution for such shares;



the names of the underwriters or agents, if any;



any underwriting discounts, agency fees, or other compensation
to underwriters or agents;



any discounts or concessions allowed or paid to dealers; and



any other facts material to the transaction.

The selling stockholders and any underwriter, broker-dealer or
agent that is involved in selling the shares may be deemed to be
underwriters within the meaning of
Section 2(11) of the Securities Act in connection with such
sales. In such event, any profits realized or commissions
received by such underwriter, broker-dealer or agent and any
profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the
Securities Act. We will identify any underwriters or agents and
describe

their compensation in a prospectus supplement. Maximum
compensation to any underwriters, dealers or agents will not
exceed 8% of the maximum aggregate offering proceeds.

The selling stockholders may sell the shares covered by this
prospectus from time to time, and may also decide not to sell
all or any of the shares they are allowed to sell under this
prospectus. The selling stockholders will act independently of
us in making decisions regarding the timing, manner and size of
each sale. There can be no assurance that all or any of the
shares will be offered by the selling stockholders. We know of
no existing arrangements between any selling stockholders and
any broker, dealer, finder, underwriter or agent relating to the
sale or distribution of the shares.

The shares covered by this prospectus are being registered
pursuant to the provisions of a shareholders agreement
between us and the selling stockholders. Under the terms of the
shareholders agreement, we will pay all expenses of the
registration of the shares of common stock, including SEC filing
fees, printing fees, all applicable rating agency fees, all
reasonable fees and disbursements of one law firm selected by
the sponsors, and expenses of any special experts retained by
us, and all expenses related to any road show for an
underwritten offering, except that the selling stockholders will
pay all discounts and selling commissions, if any. Our expenses
for the registration of the shares of common stock are estimated
to be $342,577.

The shareholders agreement includes customary
indemnification provisions in favor of all shareholders or
transferees that are party to the shareholders agreement,
the related parties and the controlling persons (within the
meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) of such shareholders
against liabilities under the Securities Act incurred in
connection with the registration of any of our debt or equity
securities. We agreed to reimburse these persons for any legal
or other expenses incurred in connection with investigating or
defending any such liability, action or proceeding, except that
we will not be required to indemnify any of these persons or
reimburse related legal or other expenses if such loss or
expense arises out of or is based on any untrue statement or
omission made in reliance upon and in conformity with written
information provided by these persons. If, for any reason, such
indemnification is unavailable to an indemnified party or
insufficient in respect of any covered losses, we have agreed to
contribute to the amount paid or payable by such indemnified
party as a result of such losses in such proportion as is
appropriate to reflect our relative fault as well as any other
relevant equitable considerations.

The selling stockholders, and any other person participating in
the distribution of the shares registered pursuant to the
registration statement, will be subject to applicable provisions
of the Exchange Act, and the rules and regulations thereunder,
including, without limitation, Regulation M of the Exchange
Act. Regulation M may limit the timing of purchases and
sales of any of the shares by the selling stockholders and any
other participating person. Regulation M may also restrict
the ability of any person engaged in the distribution of the
shares to engage in market-making activities with respect to the
shares. All of the foregoing may affect the marketability of the
shares and the ability of any person or entity to engage in
market-making activities with respect to the shares.

In connection with an underwritten offering of shares under this
prospectus, the underwriters may purchase and sell securities in
the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the
underwriters of a greater number of securities than they are
required to purchase in an offering. Stabilizing transactions
consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the
securities while an offering is in progress.

The underwriters also may impose a penalty bid. This occurs when
a particular underwriter repays to the underwriters a portion of
the underwriting discount received by it because the
underwriters have repurchased securities sold by or for the
account of that underwriter in stabilizing or short-covering
transactions.

These activities by the underwriters may stabilize, maintain or
otherwise affect the market price of the shares offered under
this prospectus. As a result, the price of the shares may be
higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be
discontinued by the underwriters at any time. These transactions
may be effected on an automated quotation system or in the
over-the-counter market or otherwise.

Agents and underwriters may be entitled under agreements entered
into with us or the selling stockholders to indemnification
against certain civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments
which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may be customers of,
may engage in transactions with, or perform services for, us and
the selling stockholders in the ordinary course of business.

Once sold under this Registration Statement, the shares will be
freely tradeable in the hands of persons other than our
affiliates.

The consolidated financial statements of Burger King Holdings,
Inc and subsidiaries as of June 30, 2007 and 2006, and for
each of the years in the three-year period ended June 30,
2007, and managements assessment of the effectiveness of
internal control over financial reporting as of June 30,
2007, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing.

The audit report of KPMG LLP covering the June 30, 2007
consolidated financial statements refers to changes in the
accounting for defined benefit pension and other postretirement
plans and a change in method of accounting for share-based
payments in fiscal 2007.

We file current, quarterly and annual reports, proxy statements
and other information required by the Exchange Act with the SEC.
You may read and copy any of these filed documents at the
SECs public reference room located at
100 F Street, N.E., Room 1580, Washington, DC
20549. Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. Our SEC
filings are also available to the public from the SECs
Internet site at
http://www.sec.gov.

Our website is
http://www.bk.com
(it is not intended to be an active hyperlink in this
prospectus). We make available free of charge on our website our
annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
amendments to such reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, proxy
statements and other information as soon as reasonably
practicable after such material is electronically filed with, or
furnished to, the SEC. The information contained on, connected
to or that can be accessed via our website is not part of this
prospectus.

We have filed with the SEC a Registration Statement on
Form S-3
under the Securities Act with respect to the shares of common
stock offered by this prospectus. This prospectus, which
constitutes a part of that Registration Statement, does not
include all the information contained in that Registration
Statement and its exhibits. For further information with respect
to us and our common stock, you should consult the Registration
Statement and its exhibits.

The SEC allows us to incorporate by reference the
information we file with it, which means that we can disclose
important information to you by referring you to documents
containing that information. The information incorporated by
reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update
and supersede this information. We incorporate by reference the
following documents filed by us with the SEC:

(i)

Annual Report on
Form 10-K
for the fiscal year ended June 30, 2007 filed with the SEC
on September 7, 2007;

(ii)

Quarterly Reports on
Form 10-Q
for the fiscal quarters ended September 30, 2007,
December 31, 2007 and March 31, 2008 filed with the
SEC on November 5, 2007, February 5, 2008 and
May 5, 2008, respectively;

(iii)

Current Reports on
Form 8-K
filed with the SEC on September 18, 2007, October 26,
2007, November 6, 2007 and November 16, 2007;

(iv)

The description of our common stock contained in the
registration statement on
Form 8-A
filed pursuant to Section 12 of the Exchange Act on
May 9, 2006, including any amendments or reports filed for
the purpose of updating such description; and

(v)

Any future filings we will make with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until this offering is complete or terminated, other than
information furnished pursuant to Item 2.02 or
Item 7.01 of
Form 8-K.

We will provide to you without charge a copy of all documents
incorporated by reference into this prospectus, including any
exhibits to such documents that are specifically incorporated by
reference in those documents. You may request copies by writing
or telephoning us at our Investor Relations Department, Burger
King Holdings, Inc., 5505 Blue Lagoon Drive, Miami, Florida
33126, telephone number
(305) 378-3000.

Statements contained in this prospectus concerning the
provisions of any documents are necessary summaries of those
documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The
Registration Statement and any of its amendments, including
exhibits filed as a part of this Registration Statement or an
amendment to the Registration Statement, are available for
inspection and copying as described above.

The following table sets forth all expenses in connection with
the issuance and distribution of the securities being
registered. All amounts shown are estimated, except the SEC
registration fee.

SEC registration fee

$

16,577

Accounting fees

150,000

Legal fees and expenses

85,000

Printing expenses

15,000

Miscellaneous

76,000

Total

$

342,577

Item 15.

Indemnification
of Directors and Officers.

Section 145 of the Delaware General Corporation Law
provides that a corporation may indemnify directors and officers
as well as other employees and individuals against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed
actions, suits or proceedings in which such person is made a
party by reason of such person being or having been a director,
officer, employee or agent to the registrant. The Delaware
General Corporation Law provides that Section 145 is not
exclusive of other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise. The registrants
certificate of incorporation and bylaws provide for
indemnification by the registrant of its directors, officers and
employees to the fullest extent permitted by the Delaware
General Corporation Law. The registrant has entered into
employment agreements with certain of its executive officers
that provide for indemnification by the registrant of such
executive officers to the fullest extent permitted by its
certificate of incorporation (including payment of expenses in
advance of final disposition of a proceeding).

Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the
directors duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases, redemptions or other distributions,
or (iv) for any transaction from which the director derived
an improper personal benefit. The registrants certificate
of incorporation and bylaws provide for such limitation of
liability to the fullest extent permitted by the Delaware
General Corporation Law.

The registrant maintains standard policies of insurance under
which coverage is provided (a) to its directors and
officers against loss arising from claims made by reason of
breach of duty or other wrongful act, while acting in their
capacity as directors or officers of the registrant, and
(b) to the registrant with respect to payments which may be
made by the registrant to such officers and directors pursuant
to any indemnification provision contained in the
registrants certificate of incorporation or otherwise as a
matter of law. The registrants certificate of
incorporation and bylaws provide that the registrant may
maintain insurance, at its expense, to protect itself and its
officers, directors, employees and agents against any expense,
liability or loss, whether or not the registrant would have the
power to indemnify such persons under the Delaware General
Corporation Law. Pursuant to the executive employment agreements
referred to above, the registrant has agreed to provide certain
executive officers with directors and officers insurance
coverage both during and, with regard to matters occurring
during their employment, after the termination of their
employment.

(a) To file, during any period in
which offers or sales are being made, a post-effective amendment
to this Registration Statement:

(i) to include any prospectus
required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective Registration Statement;

(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;

provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
Registration Statement.

(b) That, for the purpose of
determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered

therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by
means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.

(d) That, for the purpose of
determining liability under the Securities Act of 1933 to any
purchaser:

(i) If the registrant is relying on
Rule 430B:

(A)

Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of this
Registration Statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and

(B)

Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by section 10(a) of the Securities Act shall be deemed to
be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.

(e) That, for purposes of
determining any liability under the Securities Act, each filing
of the registrants annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(f) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the provisions referred to in this Registration
Statement, or otherwise, the registrant has been advised that in
the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Miami, State of Florida, on May 5, 2008.

BURGER KING HOLDINGS, INC.

By:

/s/ John
W. Chidsey

Name: John W. Chidsey

Title:

Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John W. Chidsey and Ben
K. Wells, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.